GC Advisors LLC

Item 5 – Fees and Compensation

        The following discussion represents our basic compensation and expense allocation
arrangements. However, compensation and expense allocations are negotiable in certain
circumstances, and arrangements with any particular client or investor vary on a case-by-case
basis. This is particularly true for separately managed accounts, which typically contain more
customized fee and expense arrangements than the basic compensation and expense allocation
arrangements described below. All investors and clients should review the relevant client
documents for complete information on fees and compensation payable to us, including, without
limitation, information concerning calculation and payment methodology.

Compensation Arrangements

Management Fees

        For most clients, the fee for investment advisory and management services that we provide
to clients is a base management fee, which is directly or indirectly borne by investors. The
management fee rate and computation methodology varies among clients, but it is generally
calculated as a percentage of the gross value of assets owned directly or indirectly by the respective
client. Therefore, we benefit when client accounts and their subsidiaries incur debt or use leverage,
and we generally control the amount of debt or leverage used by such client accounts and their
subsidiaries. Further, because the management fee is often based on gross asset value, we have an
incentive to assign valuations that are higher than would be realized upon sale. Certain client
accounts exclude uninvested cash from the management fee calculation. In these cases, there is
an incentive to make investments more quickly or in larger amounts than we would if we were
charging a management fee calculated based on the full value of the account, including uninvested
cash, or on capital commitments. Please see Item 8 at “Seeding” and Item 11 at “Conflicts of
Interest – New Clients and Increases in Managed Assets”. Not all clients pay the same type or
rate of fees. As such, we have a financial incentive to allocate investments that we believe might
generate a higher return to those clients that pay the highest incentive fee or to otherwise increase
the fee-paying asset levels for clients that pay a higher management fee. As discussed further in

Item 7 – Types of Clients

        We provide investment advisory and management services to business development
companies, private investment funds, separately managed accounts, CLOs and other pooled
investment vehicles. Many of our clients invest some or all of their capital in other entities that
we manage. The terms and conditions of client accounts vary depending on the type of services
provided or the type of client, and these terms and conditions could vary even among similar clients
receiving similar types of services. Furthermore, while we generally do not impose an investment
minimum on our clients, certain clients, such as private investment funds, often impose investment
minimums for investors in such funds. These investment minimums, if any, can be found in the
applicable client documents. We reserve the right to reduce or waive any investment minimums
that are required of investors. In some cases, we require that investors meet certain qualification
standards, including as required to conform to certain Securities Act or Investment Company Act
exceptions or exemptions.